MSP Recovery, LLC completed the acquisition of Lion II from Lionheart Equities, LLC and others in a reverse merger transaction.
Immediately after the Closing, MSP board of directors will consist of seven directors. MSP will continue to be managed by its existing senior executive team, led by Chief Executive Officer, John H. Ruiz. Consummation of the Business Combination is subject to conditions of the respective parties that are customary for a transaction of this type, including, among others: (a) there being no law, judgment, injunction, decree or order of any court, arbitrator or other governmental authority enjoining, restraining or prohibiting the consummation of the Closing; (b) approval by LCAP's stockholders of certain proposals to be set forth in the Proxy Statement/Prospectus; (c) the Class A Common Stock to be issued pursuant to the MIPA, including on conversion of the Purchaser Class B Units included in the Up-C Units and the New Warrants being approved for listing on the Nasdaq Capital Market; (d) LCAP having at least $5,000,001 in net tangible assets; (e) the required filings under the HSR Act having been completed and any applicable waiting period (including any extension thereof) having expired or been terminated); (e) the Form S-4 containing the Proxy Statement/Prospectus being declared effective in accordance with the provisions of the Securities Act of 1933, as amended (the Securities Act ); and (f) the MSP Companies having at least $30 million in Closing Cash and satisfaction or waiver of other customary conditions. The board of directors of Lionheart has unanimously approved the proposed transaction. As on November 11, 2021, Lionheart Acquisition Corporation II has filed with the U.S. Securities and Exchange Commission in preliminary form a registration statement on Form S-4. As of May 3, 2022, the registration statement on Form S-4 related to the previously announced proposed business combination has been declared effective by the U.S. Securities and Exchange Commission. The shareholders meeting of LCAP is scheduled on May 18, 2022. As of January 4, 2021, the special meeting to be held on January 27, 2022, to extend the date by which Lionheart Acquisition must consummate an initial business combination (the Extension) from February 18, 2022, to August 18, 2022 (the Extended Date). As of January 10, 2022, Lionheart Acquisition Corporation II, a Delaware corporation (the Company), received a written notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market (Nasdaq) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the Annual Meeting Rule). As of January 24, 2022, Lionheart Acquisition Corporation II has asked its stockholders to vote in favor of the proposal to amend its charter to extend the date by which the Company has to complete a business combination from February 18, 2022 to August 18, 2022. As of May 18, 2022, the shareholders of Lionheart Acquisition Corporation II approved the transaction. The transaction is expected to be completed in the fourth quarter of 2021. As of January 4, 2021, the transaction is expected to be complete on February 18, 2022. As of May 3, 2022, the closing is expected on May 20, 2022. As of May 21, 2022, the closing expected to occur on May 23, 2022.
Keefe, Bruyette & Woods, a Stifel Company, is serving as financial advisor to MSP Recovery. Nomura Securities International, Inc. is serving as financial and capital markets advisor to Lionheart Acquisition Corp II. Michael J. Aiello, Amanda Fenster, Devon Bodoh, Greg Featherman, Corey Chivers, Paul J. Wessel, Howard B. Dicker, Adé Heyliger, Lyuba Goltser, Kaitlin Descovich, Charan J. Sandhu, Annemargaret Connolly, John O'Loughlin, Michael Naughton, Matthew Gilroy of Weil, Gotshal & Manges LLP is serving as legal counsel to MSP Recovery. Steven D. Pidgeon, Joshua Kaye, Tom Geraghty and John Reed of DLA Piper LLP is serving as legal counsel to Lionheart Acquisition Corp II. MacKenzie Partners, Inc. acted as proxy solicitor to Lionheart Acquisition. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Lionheart Acquisition. Gutierrez Bergman Boulris, PLLC acted as legal advisor to Lionheart Acquisition. Maria T. Currier, Shannon Britton Hartsfield, Eddie Williams III and Dan M. Silverboard of Holland & Knight acted as legal advisor to Lionheart Acquisition. Lionheart Acquisition will pay that firm a fee of up to $100,000, under normal circumstances. Bilzin Sumberg Baena Price & Axelrod LLP acted as legal advisor to MSP Recovery. LCAP will also pay Nomura, in its role as financial advisor in connection with the Business Combination, total fees of $20 million. In addition, MSP will pay KBW in its role as financial advisor in connection with the Business Combination total fees of $20 million. RBC Wealth Management, Inc. acted as advisor for MSP Recovery. ICR, LLC served as communications advisor to MSP Recovery.
MSP Recovery, LLC completed the acquisition of Lion II (NasdaqCM:LCAP) from Lionheart Equities, LLC and others in a reverse merger transaction on May 23, 2022. Following the closing, LCAP's Class A Common Stock will cease trading on the Nasdaq Capital Market (Nasdaq CM) under the symbol LCAP (CUSIP 53625R104), and will begin trading tomorrow -- May 24, 2022 -- on Nasdaq Global Market (Nasdaq GM) under the symbol MSPR (CUSIP 553745100) and LCAP's warrants, each to purchase one share of Class A Common Stock of MSPR at $11.50 per share, will cease trading on the Nasdaq CM under the symbol LCAPW and begin trading on Nasdaq GM under the symbol MSPRZ".